Burcon Announces Delisting from Nasdaq Capital Market On Or About September 12
Vancouver, British Columbia--(Newsfile Corp. - September 2, 2022) - Burcon NutraScience Corporation (TSX:BU) (NASDAQ:BRCN) ("Burcon" or the "Company"), a global technology leader in the development of plant-based proteins for foods and beverages, today announced that it intends to file a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the Securities and Exchange Commission (the "SEC") on September 12, 2022 to delist the Company's common shares from the Nasdaq Capital Market and to deregister its common shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The common shares of the Company will be suspended from trading on the Nasdaq Capital Market on or about September 12, 2022. The Company expects that the delisting and deregistration will become effective ten days and ninety days, respectively, from the date of filing. The Company today provided notice to NASDAQ Stock Market LLC ("Nasdaq") of the Company's intention to file the Form 25.
As previously disclosed, the Company received a letter, dated April 1, 2022, from the Listings Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it was not in compliance with Listing Rule 5550 (a)(2), which requires the listed securities of the Company to maintain a minimum bid price of US$1 per share. Although the Nasdaq notification letter did not result in the immediate delisting of the Company's common shares, the Company had a compliance period of 180 calendar days, or until September 28, 2022, to regain compliance with Nasdaq's minimum bid price requirement. If at any time during the compliance period the Company's closing bid price is at least US$1 for a minimum of 10 consecutive business days, Nasdaq would have closed the matter.
Since April 1, 2022, Burcon's management has reviewed its options in order to regain compliance with Nasdaq's listing rules. However, management believes that it will not be able to regain compliance by the September 28, 2022 deadline and that a plan for share consolidation is of no benefit to the Company. After careful consideration, the board of directors of Burcon determined that it was in the overall best interests of the Company to delist its common shares from Nasdaq. The decision was made based on several factors, including the board's assessment of the probability of the Company regaining compliance with the continued listing requirements, an analysis of the benefits of continued listing weighed against the onerous regulatory burden and significant costs associated with maintaining continued listing, and that the Nasdaq Capital Market only provided a secondary trading platform with limited trading volume.
Delisting will enable the Company to avoid the extensive amount of management's time, attention and resources expended on regulatory compliance with Nasdaq's continued listing requirements. Additionally, delisting will enable the Company to avoid numerous on-going costs associated with continued listing including annual fees, legal costs, and audit costs.
The Company's common shares will continue to be listed on the Toronto Stock Exchange ("TSX"), one of the world's preeminent stock exchanges. Additionally, the Company is currently reviewing the steps necessary so that its common shares may be quoted for trading on either the OTC Pink Open Market (the "Pink Market") or the OTCQB, operated by OTC Markets Group, a centralized electronic quotation service for over-the-counter securities. The Company's reporting obligations will continue to be met in accordance with Canadian securities regulations and filed on SEDAR under the Company's profile at www.sedar.com, and on the Company's website at www.burcon.ca.